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Second Meeting of Creditors 22 April 2020 2 Agenda Introduction - PowerPoint PPT Presentation

Addcar Mining Solutions Pty Ltd Addcar Engineers Pty Ltd Addcar Holdings Pty Ltd Addcar Management Services Pty Ltd Addcar Contracting Services Pty Ltd Addcar Equipment Hire Pty Ltd Addcar Engineers Civil Services Division Pty Ltd Pipelion


  1. Addcar Mining Solutions Pty Ltd Addcar Engineers Pty Ltd Addcar Holdings Pty Ltd Addcar Management Services Pty Ltd Addcar Contracting Services Pty Ltd Addcar Equipment Hire Pty Ltd Addcar Engineers Civil Services Division Pty Ltd Pipelion Manufacturing Pty Ltd Addcar Highwall Mining Pty Ltd Addcar USA Interest Pty Ltd (All Administrators Appointed) (Collectively “the Addcar Group”) Second Meeting of Creditors 22 April 2020 2

  2. Agenda Introduction  Meeting formalities and overview of voting process – Purpose of meetings – Meetings to be held concurrently – Overview of the Addcar Group and the Voluntary Administration – Voluntary Administration of the Addcar Group  Events leading to the Voluntary Administration – Overview of the Administration – Financial position and performance and reasons for failure – Administrators’ sale process – Investigations – Proposed Deed of Company Arrangement – Return to creditors – Administrators’ recommendation for the future of the Addcar Group  Resolutions regarding the future of the Addcar Group  Remuneration resolutions  Questions  3

  3. Formalities Open meeting  Administrator Chairperson: IPR 75-50  Introductions:  Jonathan Henry (Administrator) – Chris Johnson (McGrathNicol Director) – Louise Mann (McGrathNicol Senior Manager) – Attendance register  Quorum: IPR 75-105  Administrators ’ report to creditors pursuant to IPR 75 - 225 (“the Administrators’ Report”)  Proofs of debt and proxies  DIRRI  Voting  4

  4. Declaration of Independence, Relevant Relationships and Indemnities (DIRRI) DIRRI dated 12 March 2020 - distributed with notice of First meeting  On 2 April 2020 an updated DIRRI was lodged with ASIC as on 26 March 2020, the Administrators agreed a funding facility  with Remagen Lend ADR Pty Ltd as trustee of the Remagen Lend ADR Unit Trust (Remagen), which comprised two tranches: Australian Voluntary Administration Funding line of $2 million (available to the Administrators upon execution in – accordance with agreed drawdown procedures); and Demobilisation and USA operations contingency funding line of $3 million. – These sums represent an indemnity for trading and sale costs and the Administrators’ fees and costs which may be drawn  upon if the assets of the companies are insufficient to meet these costs. The indemnity is unconditional, and any funds utilised for payment of our remuneration will not be drawn down until relevant  approval has been obtained under the Corporations Act. A replacement DIRRI was distributed with the Report to Creditors and is available for inspection  We remain of the view that we are free of any potential conflict of interest  A Replacement DIRRI available on McGrathNicol website and therefore is tabled at the meeting.  5

  5. Voting Due to the extraordinary circumstances regarding the COVID-19 pandemic, ASIC have advised that all votes should now be carried by poll rather than on the voices. Creditors have been provided with links to poll “surveys” in advance of the meeting. Please copy and paste the links provided in your invite in order to vote. How to vote In the poll link, tick “In favour of”, “Against” or “Abstain” for each resolution as the chairperson reads them out. There will be an adjournment for the proposed DOCA companies whilst votes are counted. General proxies: fill in the online poll for each general proxy you hold – using each individual identification number you have been provided with. Voting via proxy Special proxies: we already have your creditor’s vote (provided in advance) When more creditors (either in the online meeting or via proxy) vote for it than vote against it How the resolution AND is passed When those who vote for it are owed a greater amount of money than those who vote against it 6

  6. Purpose of meetings Proposed DOCA Companies Non-DOCA Companies Addcar Highwall Mining Addcar Engineers;   Addcar Equipment Hire Addcar ECSD;   Addcar Contracting Services Addcar Management Services;   Addcar Mining Solutions;  Addcar Holdings;  enter into a Deed of Company Arrangement Pipelion Manufacturing; and  Addcar USA interest.  enter into Liquidation enter into Liquidation be returned to the Current Directors be returned to the Current Directors 7

  7. Resolution: meetings to be held concurrently “that the meetings of creditors of each of the Addcar Group companies, being: Addcar Mining Solutions Pty Ltd  Addcar Engineers Pty Ltd  Addcar Holdings Pty Ltd  Addcar Management Services Pty Ltd  Please indicate your response on screen Addcar Contracting Services Pty Ltd  when prompted This is an informal poll to ascertain the wishes of Addcar Equipment Hire Pty Ltd  creditors. You will be asked to vote later in the meeting Addcar Engineers Civil Services Division Pty Ltd  Pipelion Manufacturing Pty Ltd  Addcar Highwall Mining Pty Ltd  Addcar USA Interest Pty Ltd  (All Administrators Appointed) be held concurrently” 8

  8. Overview of the Addcar Group Addcar Mining Addcar USA Interest Solutions Pty Ltd Pty Ltd ACN 127 633 694 ACN 633 757 712 Addcar Engineers Pty Addcar Holdings Pty Addcar Management Ltd Ltd Services Py Ltd ACN 077 167 113 ACN 110 563 758 ACN 137 939 416 Addcar Equipment Hire Addcar Contracting Addcar Engineers Civil Pipelion Manufacturing Pty Addcar Highwall Mining Addcar Systems LLC Pty Ltd Services Pty Ltd Services Division Pty Ltd Ltd Pty Ltd Not in Administration ACN 603 121 615 ACN 603 120 716 ACN 118 214 172 ACN 139 846 745 ACN 139 849 246 Key: Business Units Highwall Mining Related entity Corporate Employing entity Pipelion Manufacturing Subject to Administration 9

  9. Events leading to Administration Oct 18 1997 2011 2014 2017 Oct 2019 – Mar 2020 Sale of UGM UGM Founded UGM entered UGM acquired Sale of US sale to Mega in 1997 in the the highwall Addcar from its Engenicom Pty Diesel Services (delayed completion) Pty Limited, UGM Hunter Valley, mining market, US owners Ltd to Associate Electrical Services NSW and secured the Pty Ltd and licence to Underground operate the Mar 2019 Feb 2020 Addcar mining Coal $13.5m transferred to 25.6 million owed $31.5m support US business by US Operations system from & commence Cline JV BHP Nov 2018 Nov 2019 30 Jan 2020 2 Mar 2020 Addcar secures Addcar secures Addcar secures Addcar seeks Facility A: Facility B: Secured Facility C: further secured Secured Loan Loan Note – Secured Loan funding Note facility CapEx facility Note facility $13.5m $2.0m $2.0m $4.0m FY19 Dec 19 9 March 2020 Dividend paid $14.0m Incident in pit 3 – Voluntary Debt repaid Dawson mine. Administrators $18.0m Hog miner and 2 cars appointed to trapped underground – Addcar Group results in reduced rate. FY15 FY16 FY17 FY18 FY19* Rev: $79.8m Rev: $70.1m Rev: $67.75m Rev: $84.6m Rev: $82.9m EBITDA: $17.3m EBITDA: $5.2m EBITDA: $5.4m EBITDA: $3.3m EBITDA: $14.3 *Continuing operations Labour/plant hire HWM $63.6m Manufacturing $3.3m Machine Sales $16.0m Total $82.9m 10

  10. Overview of the Administration Appointment Moratorium period Outcome of VA 9 March 2020 15 April 2020 22 April 2020 12 March 2020 2 nd meeting of creditors held 1 st meeting of creditors Administrators take control Issue Administration Report and of Addcar Group and its form opinion as to future of the held Options: assets Addcar Group (i) DOCA (ii) Liquidation (iii) Return to director 26 March 2020 Payment non- Court approved funding Decision to trade continuing agreement employees March 2020 April 2020 De-mobilisation of Millennium mine site Employee entitlements review 21 April 2020 31 March 2020 14 April 2020 Third COI Meeting First COI Meeting Second COI Meeting 13 March 2020 – 15 April 2020 Remagen NBIO Transaction Sale process and negotiation of DOCA Negotiations regarding offer and terms Execution 11

  11. Administrators’ actions to date Demobilisation of Trade-on management Sale of business process Millennium mine Statutory obligations/ Employees Creditors investigations 12

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